Introduction
This Amendment No. 4 (Amendment No. 4) to the Transaction Statement on Schedule 13E-3, together with the exhibits thereto
(as amended, this Transaction Statement), is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and
regulations promulgated thereunder, the Exchange Act), jointly by the following persons (each, a Filing Person and, collectively, the Filing Persons): (i) Brookfield Property REIT Inc. (formerly known as GGP Inc.)
(the Company), a Delaware corporation and the issuer of the common stock, par value $0.01 per share (Common Stock), that is subject to the Rule
13e-3
transaction; (ii) Brookfield
Property Partners L.P. (BPY or Parent), an exempted limited partnership formed under the laws of Bermuda; (iii) Brookfield Asset Management Inc., an Ontario corporation; (iv) Goldfinch Merger Sub Corp., a Delaware
corporation and an indirect, wholly owned subsidiary of Parent (Goldfinch); (v) Brookfield Retail Holdings VII LLC (BRH VII), a Delaware limited liability company, of which Brookfield Asset Management Private Institutional
Capital Adviser US, LLC (BAMPIC), is the sole managing member; (vi) Brookfield Retail Mall LLC (BRM), a Delaware limited liability company; (vii) BPY Retail I LLC (BPYRI), a Delaware limited liability
company; (viii) BPY Retail V LLC (BPYRV), a Delaware limited liability company and a subsidiary of Brookfield BPY Retail Holdings III LLC; (ix) Brookfield BPY Retail Holdings II Subco LLC (New GGP Subco), a Delaware
limited liability company and a subsidiary of BPR Holding REIT I LLC (BPR Holding); (x) New Brookfield BPY Retail Holdings II LLC (NBBPY), a Delaware limited liability company; (xi) BW Purchaser, LLC (BWP), a
Delaware limited liability company; (xii) Brookfield Retail Holdings Warrants LLC (BRH Warrants), a Delaware limited liability company, of which BAMPIC is the managing member; (xiii) Brookfield Retail Holdings II Sub III LLC
(BRH II Sub), a Delaware limited liability company, of which BAMPIC is the sole managing member; (xiv) New GGP Warrants LLC (New GGP), a Delaware limited liability company; and (xv) Brookfield Retail Holdings VII
Sub 3 LLC (BRH Sub 3), a Delaware limited liability company, of which BAMPIC is the sole managing member. BRH VII, BRM, BPYRI, BPYRV, New GGP Subco, NBBPY, BWP, BRH Warrants, BRH II Sub and New GGP are collectively referred to as the
Voting Parties. Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment No. 4 shall have the meanings
ascribed to them in the Transaction Statement.
This Final Amendment is being filed pursuant to Rule
13e-3(d)(3)
to report the results of the transaction that is the subject of this Transaction Statement.
Item 15. Additional Information
(c) Other Material Information
Item 15(c) of the Transaction Statement is hereby amended and supplemented to include the following:
On August 27, 2018 (the Charter Closing Date), the Company filed the Charter Amendments with the Secretary of State of the
State of Delaware, pursuant to which, among other things, the Companys name was changed from GGP Inc. to Brookfield Property REIT Inc. (BPR). Subsequently, the
Pre-Closing
Transactions were
consummated on the same date.
As previously disclosed, the Charter Closing Date was also the payment date for the
Pre-Closing
Dividend. The election period for the
Pre-Closing
Dividend concluded at 5:00 p.m. (Eastern Time) on August 21, 2018. In accordance with the terms of the
Merger Agreement, Parent designated to the Company an aggregate cash dividend amount of $8,944,556,815. Based upon the foregoing and the results of the elections by holders of Common Stock who were entitled to receive the
Pre-Closing
Dividend, and in accordance with the proration and other adjustments set forth in the Merger Agreement, the amount payable to each such holder of Common Stock was as follows:
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Each cash-electing holder of Common Stock received $14.33 in cash and 0.376 Parent units or shares of
Class A Stock.
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Each stock-electing holder of Common Stock received 0.986 Parent units or shares of Class A Stock.
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Each
non-electing
holder of Common Stock received $14.33 in cash and
0.376 Parent units.
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On August 28, 2018, the Company filed a Certificate of Merger with the Secretary of State of
the State of Delaware, pursuant to which Goldfinch was merged with and into the Company, with the Company surviving the Merger as an indirect subsidiary of Parent (the Merger Effective Time). At the Merger Effective Time, each
outstanding share of Common Stock that was issued and outstanding immediately prior to the Merger Effective Time (except for certain excluded shares of Common Stock, including any shares owned by Parent, Goldfinch, if any, or the Company, including
those shares of Common Stock exchanged in the Brookfield Affiliate Exchange, shares of Common Stock for which appraisal was properly demanded and perfected and shares of restricted Common Stock) was cancelled and extinguished and automatically
converted into the right to receive $0.312 in cash.